SECURITIES PURCHASE AGREEMENT
ThisSECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as ofOctober 1, 2018,by and betweenHEMPNATURALS, INC., a Delawarecorporation, with itsaddress at 16950North BayRoad, Suite 1803,Sunny Isles Beach, Florida 33160(the “Company”), andPOWER UP LENDING GROUP LTD., aVirginia corporation, with itsaddress at 111Great Neck Road, Suite 216,Great Neck, NY 11021(the “Buyer”).
WHEREAS:
A. The Company and the Buyer areexecuting anddelivering this Agreement inreliance uponthe exemption fromsecurities registration afforded by therules and regulations aspromulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, asamended (the “1933Act”); and
B. Buyer desires to purchase and the Company desires to issue and sell, uponthe terms and conditions setforth inthis Agreement aconvertible note ofthe Company, inthe formattached hereto asExhibit A, inthe aggregate principal amount of$65,000.00 (together with any note(s) issued inreplacement thereof or as adividend thereon orotherwise with respect thereto in accordance withthe terms thereof, the “Note”), convertible into shares ofcommon stock, $0.0001 par value per share, ofthe Company (the“Common Stock”), upon the terms andsubject to the limitations and conditions set forth insuch Note.
NOWTHEREFORE, the Company and the Buyer severally (andnot jointly) hereby agree asfollows:
1. Purchase and Sale ofNote.
a. Purchase ofNote. On theClosing Date (as defined below), the Company shall issue andsell to theBuyer andthe Buyer agrees to purchase from theCompany such principal amount of Note as isset forthimmediately below theBuyer’s name onthe signature pages hereto.
b. Form ofPayment. On theClosing Date(as defined below), (i) the Buyer shall pay the purchase price forthe Note to be issuedand soldto it at theClosing (as defined below) (the “Purchase Price”) by wiretransfer ofimmediately available funds to the Company, inaccordance with theCompany’s written wiringinstructions, against delivery of theNote inthe principal amount equal to thePurchase Price asis set forthimmediately below the Buyer’s name onthe signaturepages hereto, and
(ii) the Companyshall deliver such duly executed Note onbehalf ofthe Company, to the Buyer,against delivery of suchPurchase Price.
c. Closing Date. Subject to the satisfaction (or written waiver) ofthe conditions thereto set forthin Section 6and Section 7below, the date and time ofthe issuance and sale ofthe Note pursuant tothisAgreement (the “Closing Date”) shallbe 12:00 noon,Eastern Standard Time on orabout October 2, 2018, orsuch other mutually agreed upontime. The closing of thetransactions
contemplated by this Agreement (the “Closing”) shall occur onthe Closing Date atsuch location as maybe agreed to by the parties.
2. Buyer’s Representations andWarranties. The Buyer represents andwarrants tothe Company that:
a. Investment Purpose. As ofthe date hereof, the Buyer ispurchasing the Note and the shares ofCommon Stock issuable upon conversion of orotherwise pursuant tothe Note (such shares ofCommon Stock being collectively referred to herein asthe “Conversion Shares” and, collectively with the Note, the “Securities”) foritsownaccountandnotwith apresent view towards the public sale ordistribution thereof, except pursuant to sales registered orexempted fromregistration under the 1933Act.
b. Accredited InvestorStatus. TheBuyer is an“accredited investor” asthat term is defined inRule 501(a) ofRegulation D(an “Accredited Investor”).
c. Reliance onExemptions. TheBuyer understands that the Securities arebeing offered and sold to itin reliance upon specific exemptions fromthe registration requirements ofUnited States federal andstate securities laws andthat the Company is relying uponthe truth andaccuracy of,and the Buyer’s compliance with,the representations, warranties, agreements, acknowledgments and understandings ofthe Buyer set forth herein inorder to determine theavailability ofsuch exemptions and theeligibility ofthe Buyer to acquire theSecurities.
d. Information. The Company has not disclosed to theBuyer any material nonpublic information and willnot disclose such information unlesssuch information isdisclosed to the public prior to orpromptly following suchdisclosure to the Buyer.
e. Legends. TheBuyer understands that the Note and,until suchtime asthe Conversion Shares havebeen registered under the 1933Act; ormay be soldpursuant to anapplicable exemption fromregistration, the Conversion Shares may bear arestrictive legend insubstantially the following form:
"THE SECURITIES REPRESENTED BY THISINSTRUMENT HAVE NOT BEENREGISTERED UNDER THESECURITIES ACTOF 1933, ASAMENDED (THE"SECURITIES ACT"), ORUNDER ANY STATESECURITIES LAWS, AND MAYNOT BEPLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISETRANSFERRED UNLESS (1) AREGISTRATION STATEMENT WITHRESPECT THERETO IS EFFECTIVE UNDER THESECURITIES ACTAND ANY APPLICABLESTATE SECURITIES LAWSOR (2) THEISSUER OFSUCH SECURITIES RECEIVES ANOPINION OF COUNSELTO THEHOLDER OF SUCHSECURITIES, WHICH COUNSEL ANDOPINION ARE REASONABLY ACCEPTABLE TO THEISSUER’S TRANSFER AGENT, THATSUCH SECURITIES MAY BEPLEDGED, SOLD,ASSIGNED, HYPOTHECATED OROTHERWISE
TRANSFERRED WITHOUT ANEFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTAND APPLICABLE STATE SECURITIES LAWS."
The legendset forth aboveshall be removed and the Company shall issue acertificate withoutsuch legend to the holder ofany Security upon which it isstamped, if,unless otherwise required byapplicable state securities laws, (a) suchSecurity is registered forsale under aneffective registration statement filedunder the 1933Act orotherwise may be soldpursuant to anexemption fromregistration without any restriction as tothe number ofsecurities as of aparticular date that can then beimmediately sold, or (b)such holder provides the Company with anopinion ofcounsel, in form,substance and scope customaryforopinions ofcounsel incomparable transactions, to the effect thatapublicsale ortransfer ofsuch Security may be madewithout registration under the 1933Act, whichopinion shall be accepted by the Company sothat the sale ortransfer iseffected. The Buyeragrees to sell all Securities, including those represented by acertificate(s) fromwhich the legend has been removed, in compliance with applicable prospectus delivery requirements, if any.In the event that theCompany does notaccept the opinion ofcounsel provided by the Buyer withrespect to thetransfer ofSecurities pursuant to anexemption fromregistration, such asRule 144, at theDeadline, it will beconsidered anEvent of Defaultpursuant to Section 3.2 ofthe Note; provided suchopinion complies with the Irrevocable Transfer AgentInstructions (asdefined herein).
f. Authorization; Enforcement. This Agreement has been duly andvalidly authorized. This Agreement has been duly executed and delivered onbehalf ofthe Buyer,and thisAgreement constitutes a validand binding agreement oftheBuyerenforceable in accordance with its terms.
3. Representations and Warranties ofthe Company. TheCompany representsandwarrants to the Buyer that:
a. Organization and Qualification. The Company and each of itsSubsidiaries (as defined below), ifany, is acorporation dulyorganized, validly existing and ingood standing under the laws ofthe jurisdiction inwhich it isincorporated, with fullpower and authority (corporate and other) to own, lease, useand operate its properties and to carry onits business asand where now owned, leased, used, operated andconducted. “Subsidiaries” means any corporation or otherorganization, whether incorporated orunincorporated, in whichthe Company owns, directly orindirectly, any equity orother ownership interest.
b. Authorization; Enforcement. (i)The Company has allrequisite corporate power and authority to enter into andperform this Agreement, the Note and to consummate thetransactions contemplated hereby and thereby andto issue the Securities,inaccordance withthe terms hereof and thereof, (ii) theexecution anddelivery ofthis Agreement, the Note by the Company and the consummation by it ofthe transactions contemplated hereby and thereby (including withoutlimitation, the issuance ofthe Note andthe issuance and reservation forissuance ofthe Conversion Shares issuable upon conversion orexercise thereof) have been dulyauthorized by the Company’s Board ofDirectors and
no further consent orauthorization ofthe Company, its Board ofDirectors, orits shareholders isrequired,
(iii) this Agreement has been duly executed and delivered by the Company by itsauthorized representative, and suchauthorized representative is the true andofficial representative with authority to sign this Agreement andthe other documents executed inconnection herewith and bindthe Companyaccordingly, and (iv)this Agreement constitutes, and upon execution and deliveryby theCompany ofthe Note, each ofsuch instruments willconstitute, alegal, valid andbinding obligation ofthe Company enforceable against the Company inaccordance withits terms.
c. Capitalization. As ofthe datehereof, the authorized common stock ofthe Company consists of 324,125,983authorized shares ofCommon Stock, $0.0001par value per share, ofwhich 500,000,000shares areissued and outstanding; and 6,589,819shares arereserved forissuance upon conversion ofthe Note. All ofsuch outstanding shares ofcapital stock are, orupon issuance willbe, duly authorized, validly issued, fully paidand non-assessable.
d. Issuance ofShares. The Conversion Shares are dulyauthorized and reserved forissuance and,upon conversion of the Note inaccordance withits terms, will bevalidly issued, fully paid andnon-assessable, and free from alltaxes, liens, claims and encumbrances withrespect to theissue thereof and shall not be subject topreemptive rights orother similar rights ofshareholders ofthe Company and willnot imposepersonal liability upon the holder thereof.
e. No Conflicts. The execution, delivery andperformance ofthis Agreement and the Note by the Companyand theconsummation by the Company ofthe transactions contemplated hereby and thereby (including, withoutlimitation, the issuance and reservation forissuance of theConversion Shares) will not(i) conflict with orresult in aviolation ofany provision ofthe Certificate ofIncorporation orBy-laws, or(ii) violate orconflict with, orresult in abreach ofany provision of, orconstitute adefault (or anevent whichwith notice orlapse oftime orboth could become adefault) under, orgive to othersany rights oftermination, amendment, acceleration orcancellation of,any agreement, indenture, patent, patent license orinstrument to whichthe Company orany ofits Subsidiaries is aparty, or(iii) result in aviolation ofany law,rule, regulation, order, judgment ordecree (including federal and state securities laws andregulations andregulations ofany self-regulatory organizations to which the Company orits securities aresubject) applicable to theCompany orany ofits Subsidiaries orby which any property orasset ofthe Company orany ofits Subsidiaries isbound oraffected (except forsuch conflicts, defaults, terminations, amendments, accelerations, cancellations and violations aswould not,individually or in theaggregate, have aMaterial Adverse Effect). The businesses ofthe Company and itsSubsidiaries, ifany, arenot being conducted, andshall not be conducted solong asthe Buyer ownsany of theSecurities, inviolation ofany law,ordinance orregulation of anygovernmental entity. “Material Adverse Effect” means any material adverse effect on thebusiness, operations, assets, financial condition orprospects ofthe Companyorits Subsidiaries,ifany, taken as a whole, or onthe transactions contemplated herebyorby theagreements orinstruments to beentered intoin connection herewith.
f. SEC Documents; Financial Statements. TheCompany has filed allreports, schedules, forms, statements and other documents required to be filed by it withthe SEC pursuant to the reporting requirements ofthe Securities Exchange Act of 1934, asamended (the “1934Act”) (all ofthe
foregoing filed prior to thedate hereof and all exhibits included therein and financial statements andschedules thereto anddocuments (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the“SEC Documents”). Uponwritten request the Company willdeliver to the Buyer trueand complete copies ofthe SEC Documents, except forsuch exhibits andincorporated documents. As oftheir respective dates or ifamended, as ofthe dates ofthe amendments, the SECDocuments complied in all material respects with the requirements ofthe 1934 Actand the rules and regulations ofthe SECpromulgated thereunder applicable to the SEC Documents, andnone ofthe SECDocuments, atthe timethey were filed withthe SEC,contained any untruestatement of amaterial fact oromitted to state amaterial factrequired to be stated therein ornecessary in order tomake the statements therein, in light ofthe circumstances under which they weremade, not misleading. None ofthe statements made inany such SECDocuments is, orhas been, required to be amended orupdated underapplicable law(except forsuch statements ashave been amended orupdated insubsequent filings prior thedate hereof). As oftheir respective dates or ifamended, as ofthe dates ofthe amendments, the financial statements ofthe Company included inthe SECDocuments complied as to formin all material respects withapplicable accounting requirements and the published rules and regulations ofthe SEC withrespect thereto. Such financial statements have beenprepared inaccordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position ofthe Company and its consolidated Subsidiaries as ofthe dates thereof and the consolidated resultsoftheir operations and cash flowsforthe periods then ended (subject, in thecaseofunaudited statements, to normal year-end audit adjustments). TheCompany issubject to thereporting requirements ofthe 1934Act.
g. Absence ofCertain Changes.Since May 31, 2018,except asset forth inthe SECDocuments, there has been no material adversechange andno material adverse development inthe assets, liabilities, business, properties, operations, financial condition, results ofoperations, prospects or 1934Act reporting status ofthe Company orany ofits Subsidiaries.
h. Absence ofLitigation. Except as setforth inthe SECDocuments, there is no action, suit, claim, proceeding, inquiry orinvestigation before orby anycourt, public board,government agency, self-regulatory organization orbody pending or,to theknowledge ofthe Company orany ofits Subsidiaries, threatened against oraffecting the Company orany ofits Subsidiaries, ortheir officers ordirectors in theircapacity assuch, that could have aMaterial AdverseEffect. The Companyand itsSubsidiaries are unaware ofany facts orcircumstances which might give riseto any ofthe foregoing.
i. No Integrated Offering. Neither the Company, norany of itsaffiliates, nor any person acting onits ortheir behalf, has directly orindirectly made any offers orsales in any security orsolicited any offersto buy any security under circumstances that would require registration under the 1933Act of theissuance ofthe Securities to the Buyer.The issuance ofthe Securities to theBuyer willnot be integrated withany other issuance ofthe Company’s securities (past, current or future) forpurposes ofany shareholder approval provisions applicable to the Company orits securities.
j. No Brokers. The Company has taken noaction which wouldgive riseto any claim by any person forbrokerage commissions, transaction fees orsimilar payments relating to this Agreement orthe transactions contemplated hereby.
k. No Investment Company. The Company isnot, and uponthe issuance and sale ofthe Securities ascontemplated by this Agreement willnot be an“investment company” required to beregistered under the Investment Company Act of 1940(an “Investment Company”). TheCompany is notcontrolled by anInvestment Company.
l. Breach ofRepresentations and Warranties by theCompany. If the Company breaches any ofthe representations orwarranties set forth inthis Section 3,and inaddition to any other remedies available to the Buyerpursuant to this Agreement, itwill be considered anEvent ofdefault under Section 3.4 ofthe Note.
a. Best Efforts. The Company shall use itsbest efforts tosatisfy timely each ofthe conditions described inSection 7 ofthis Agreement.
b. Form D;Blue Sky Laws. TheCompany agrees to timely make any filings required by federal andstate laws as aresult ofthe closing of thetransactions contemplated by this Agreement.
c. Use ofProceeds. TheCompany shall use the proceeds forgeneral working capital purposes.
d. Expenses. Atthe Closing, the Company’s obligation with respect to the transactions contemplated by this Agreement is to reimburse Buyer’ expenses shall be $3,000.00 forBuyer’s legal fees and due diligence fee.
e. Corporate Existence. So long asthe Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all orsubstantially all of theCompany’s assets, except with the priorwritten consent ofthe Buyer.
f. Breach ofCovenants. If theCompany breaches anyofthe covenants set forth in this Section 4, andin addition to any other remedies available to theBuyer pursuant to this Agreement, it willbe considered anevent ofdefault under Section 3.4 ofthe Note.
g. Failure to Comply with the 1934Act. So long as theBuyer beneficially owns the Note, the Company shall comply with thereporting requirements ofthe 1934Act; and the Company shallcontinue to be subject to the reporting requirements of the 1934Act.
h. Trading Activities. Neither the Buyer norits affiliates has an openshort position in thecommon stock ofthe Company and the Buyer agrees that it shallnot, andthat it will causeits affiliates notto, engage inany short sales of orhedging transactions with respect to the common stock ofthe Company.
i. Right ofFirst Refusal. Unless it shall havefirst delivered to the Buyer, atleast forty eight(48) hours prior to the closing ofsuch Future Offering (as defined herein), written notice describing theproposed Future Offering (“ROFR Notice”), including the terms and conditions thereof, identity ofthe proposed purchaser and proposed definitive documentation to be entered into in connection therewith, andproviding the Buyer anoption during the forty eight (48)hour period following delivery of suchnotice to purchase the securities beingoffered inthe Future Offering onthe same terms ascontemplated by such Future Offering (the limitations referred to inthis sentence and thepreceding sentence arecollectively referred to asthe “Right ofFirst Refusal”), the Company will not conduct any equity (or debt with anequity component) financing in anamount less than $150,000(“Future Offering(s)”) during the periodbeginning onthe Closing Date andending nine (9)months following theClosing Date. In theevent the terms andconditions of aproposed Future Offering areamended in anyrespect after delivery of thenotice to theBuyer concerning theproposed Future Offering, theCompany shall deliver anew notice to theBuyer describing the amended terms and conditions ofthe proposed Future Offering and theBuyer thereafter shall have anoption during the fortyeight (48) hour periodfollowing delivery ofsuch new notice to purchase the securities being offered onthe sameterms ascontemplated by such proposed Future Offering, asamended.
5. Transfer Agent Instructions. The Companyshall issueirrevocable instructions toits transfer agent to issue certificates, registered in the name ofthe Buyer orits nominee, forthe Conversion Shares insuch amounts asspecified fromtime to time by the Buyer to theCompany uponconversion ofthe Note inaccordance withthe terms thereof (the “Irrevocable Transfer AgentInstructions”). In theevent that the Company proposes to replaceits transfer agent, the Company shall provide, prior to theeffective date ofsuch replacement, a fullyexecuted Irrevocable Transfer Agent Instructions in a form asinitially delivered pursuant to this Agreement (including butnot limited to theprovision to irrevocably reserve shares ofCommon Stock in the Reserved Amount assuch term isdefined inthe Note) signed by thesuccessor transfer agent toCompany and theCompany. Priorto registration ofthe Conversion Shares underthe 1933 Act orthe date onwhich the Conversion Shares maybe soldpursuant to anexemption fromregistration, allsuch certificates shall bearthe restrictive legend specified in Section 2(e) ofthis Agreement. TheCompany warrants that: (i) no instruction otherthan theIrrevocable Transfer Agent Instructions referred to inthis Section 5, willbe given by the Company to itstransfer agent and that theSecurities shall otherwise be freely transferable onthe books andrecords ofthe Company asand to the extent providedinthis Agreement andthe Note; (ii) it willnot direct itstransfer agent not totransfer ordelay, impair, and/orhinder itstransfer agent intransferring (orissuing)(electronically or incertificated form) any certificate forConversion Shares to beissued to the Buyer upon conversion of orotherwise pursuant to the Note as and when requiredby the Note and this Agreement; and (iii) it will not fail to remove(or directs itstransfer agent not to remove orimpairs, delays, and/or hindersits transfer agent fromremoving) any restrictive legend (or to withdraw any stoptransfer
instructions inrespect thereof) onany certificate forany Conversion Shares issued to theBuyer upon conversion of orotherwise pursuant to the Note as and whenrequired bythe Note and/or this Agreement. If the Buyer provides the Company andthe Company’s transfer agent, atthe cost ofthe Buyer, with anopinion ofcounsel in form,substance andscope customary foropinions incomparable transactions, to theeffect that apublic sale ortransfer ofsuch Securities may be madewithout registration under the 1933Act, the Company shall permit the transfer, and, in the case of theConversion Shares, promptly instruct itstransfer agent to issue one ormore certificates, free fromrestrictive legend, in suchname and insuch denominations as specifiedby the Buyer. TheCompany acknowledges that abreach by it ofits obligations hereunder will cause irreparable harmto the Buyer,by vitiating the intentand purpose ofthe transactions contemplated hereby.Accordingly, theCompany acknowledges that the remedy at law for abreach ofits obligations under this Section 5may be inadequate andagrees, intheeventof abreach orthreatened breach by the Companyof theprovisions of thisSection, thatthe Buyer shall be entitled, in addition to all other available remedies, to aninjunction restraining anybreach andrequiring immediate transfer, without the necessity ofshowing economic lossand without any bond orother security being required.
6. Conditions to theCompany’s Obligation to Sell.The obligation ofthe Company hereunder to issue and sell the Note to the Buyer atthe Closing is subject to thesatisfaction, at orbefore the Closing Date ofeach ofthe following conditions thereto, provided that these conditions are fortheCompany’s solebenefit andmay be waivedby the Company atany time in its solediscretion:
a. The Buyer shallhave executed this Agreement and delivered the same to the Company
Section 1(b) above.
| b. | The Buyer shallhave delivered the Purchase Price inaccordance with |
c. The representations andwarranties ofthe Buyer shall betrue andcorrect in allmaterial respects as ofthe date when madeand as ofthe Closing Date asthough made atthat time (except forrepresentations and warranties that speak as of aspecific date), and theBuyer shall have performed, satisfied and complied in all material respects withthe covenants, agreements andconditions required by this Agreement to beperformed, satisfied orcomplied with by theBuyer at orprior to the Closing Date.
d. No litigation, statute, rule, regulation, executive order,decree, ruling orinjunction shallhave been enacted, entered, promulgated orendorsed by or in anycourt orgovernmental authority ofcompetent jurisdiction or anyself-regulatory organization having authority over the matters contemplated hereby whichprohibits the consummation ofany ofthe transactions contemplated by this Agreement.
7. Conditions to The Buyer’s Obligation to Purchase. Theobligation ofthe Buyer hereunder to purchase the Note atthe Closing issubject to the satisfaction, at orbefore the Closing Date
ofeach of thefollowing conditions, provided that these conditions are for theBuyer’s solebenefit and may be waivedby the Buyer atany time in its sole discretion:
a. The Company shall have executed thisAgreement and delivered the same to Buyer.
b. The Company shall have delivered to the Buyer the duly executed Note (in suchdenominations asthe Buyer shallrequest) inaccordance with Section 1(b) above.
c. The Irrevocable Transfer Agent Instructions, in formand substance satisfactory to the Buyer, shall have been delivered to and acknowledged inwriting by the Company’s Transfer Agent.
d. The representations and warranties ofthe Company shall be trueand correct in allmaterial respects as ofthe date whenmade and as ofthe Closing Date asthough made atsuch time (except forrepresentations andwarranties that speak as of aspecific date)and the Company shall have performed, satisfied and complied in all material respects withthe covenants, agreements andconditions required by this Agreement tobe performed, satisfied orcomplied with by theCompany at orprior to the Closing Date. The Buyer shallhave received acertificate orcertificates, executed by the chiefexecutive officer of theCompany, dated as ofthe ClosingDate, tothe foregoing effect and asto such other matters asmay be reasonably requested by theBuyer including, butnot limited to certificates with respect to the Board ofDirectors’ resolutions relatingto the transactions contemplated hereby.
e. No litigation, statute, rule, regulation, executive order,decree, ruling orinjunction shallhave been enacted, entered, promulgated orendorsed by or in anycourt orgovernmental authority ofcompetent jurisdiction or anyself-regulatory organization having authority over the matters contemplated hereby whichprohibits the consummation ofany ofthe transactions contemplated by this Agreement.
f. No event shallhave occurred which could reasonably be expected tohave aMaterial AdverseEffect on theCompany including but not limitedto achange inthe 1934 Actreporting status ofthe Company orthe failure ofthe Company to be timely inits 1934 Actreporting obligations.
g. The Conversion Shares shallhave been authorized forquotation on anexchange orelectronic quotation system andtrading inthe Common Stock onsuch exchange orelectronic quotation system shall nothave beensuspended by the SEC or anexchange orelectronic quotation system.
h. The Buyer shallhave received anofficer’s certificate described in Section 3(d) above, dated as ofthe Closing Date.
i. The Company shall have executed an ACHAuthorization Form(with respect to Section 1.8 ofthe Note) and delivered thesame to theBuyer.
| 8. | Governing Law;Miscellaneous. |
a. Governing Law. ThisAgreement shall be governed by andconstrued inaccordance with the laws ofthe State ofVirginia without regard to principles ofconflicts of laws. Anyaction brought by either party against theother concerning the transactions contemplated by this Agreement shallbe brought only inthe state courts ofNew York or inthe federal courts located in NewYork and the county ofNassau. The parties to this Agreement hereby irrevocably waiveany objection tojurisdiction andvenue ofany action instituted hereunder and shallnot assert any defense basedon lack ofjurisdiction orvenue or based uponforum nonconveniens. TheCompany andBuyer waive trialby jury. The prevailing party shall be entitled torecover fromthe other party its reasonable attorney's fees andcosts. In theevent that anyprovision ofthis Agreement orany other agreement delivered inconnection herewith is invalid orunenforceable under any applicable statute orrule of law,then suchprovision shall be deemed inoperative tothe extent that it may conflict therewith andshall be deemed modified to conform withsuch statute orrule of law. Any such provisionwhich may prove invalid orunenforceable under any law shall not affect thevalidity orenforceability ofany other provision ofany agreement. Each party hereby irrevocably waives personal serviceofprocess and consents to process being servedinany suit, action orproceeding inconnection with this Agreement, theNoteor anyrelated document oragreement bymailingacopy thereof viaregistered orcertified mail orovernight delivery (with evidence ofdelivery) tosuch party atthe addressin effect fornotices to itunder this Agreement and agrees that such service shallconstitute good and sufficient service ofprocess and notice thereof. Nothing contained herein shall bedeemed to limit in any wayany right toserve process inany othermanner permitted by law.
b. Counterparts. ThisAgreement may be executed inone ormore counterparts, each of whichshall be deemed an originalbut all ofwhich shall constitute one and thesame agreement andshall become effective when counterparts have been signed byeach party and delivered to the other party.
c. Headings. Theheadings ofthis Agreement are forconvenience ofreference onlyand shall not formpart of, oraffect the interpretation of,this Agreement.
d. Severability. In the event that any provision ofthis Agreement is invalid orunenforceable under any applicable statute or rule of law,then such provisionshall be deemed inoperative tothe extent that itmay conflict therewith and shallbe deemed modified to conform with such statute orrule of law.Any provision hereof which may prove invalid orunenforceable under any lawshall not affectthe validity orenforceability ofany other provision hereof.
e. Entire Agreement; Amendments. ThisAgreement and the instruments referenced herein contain the entire understanding ofthe parties with respect to the matters covered herein and therein and, except asspecifically set forthherein ortherein, neither the Company nor the Buyer makes any representation, warranty, covenant orundertaking withrespect to such matters. No provision ofthis Agreement may be waived oramended other than by aninstrument in writingsigned by the majority ininterest ofthe Buyer.
f. Notices. Allnotices, demands, requests, consents, approvals, and other communications required orpermitted hereunder shall be inwriting and,unless otherwise specified herein, shall be (i)personally served, (ii) deposited in the mail, registeredorcertified, returnreceipt requested, postage prepaid, (iii) delivered by reputable air courier service withcharges prepaid,or(iv) transmitted byhand delivery,telegram, orfacsimile, addressed asset forth below orto such other address assuch party shall have specified most recently by written notice. Any notice orother communication required orpermitted tobegiven hereunder shall be deemed effective (a) uponhand delivery ordelivery by facsimile, with accurate confirmation generated bythe transmitting facsimilemachine, atthe address ornumber designated below (if delivered on abusiness day during normal businesshours where such notice is to bereceived), orthefirstbusiness day following suchdelivery (if delivered other than on abusiness day during normalbusinesshourswhere such notice isto be received)or(b) on thesecond business day followingthedate ofmailing by express courier service, fully prepaid, addressed to such address, orupon actual receipt of suchmailing, whichever shall firstoccur. The addresses forsuch communications shall be assetforth inthe heading ofthis Agreementwith acopy by fax onlyto (which copy shall not constitute notice) toNaidich Wurman LLP, 111 Great Neck Road, Suite 214, Great Neck, NY 11021, Attn: Allison Naidich, facsimile: 516-466-3555, e-mail:allison@nwlaw.com. Each party shall provide notice to the other party of any change in address.
g. Successors and Assigns. ThisAgreement shall be binding upon andinure to the benefit ofthe parties and their successors and assigns. Neither the Company nor theBuyer shall assign this Agreement orany rights orobligations hereunder without the priorwritten consent of theother. Notwithstanding the foregoing, theBuyer may assign itsrights hereunder to any person that purchases Securities in aprivate transaction fromthe Buyer or toany ofits “affiliates,” asthat term isdefined underthe 1934Act, without theconsent ofthe Company.
h. �� Survival. Therepresentations and warranties of theCompany andthe agreements and covenants set forth in thisAgreement shall survive the closing hereunder notwithstanding anydue diligence investigation conducted by or onbehalf ofthe Buyer. TheCompany agrees to indemnify and holdharmless the Buyer andall ofits officers, directors, employees and agents for loss ordamage arising as aresult of orrelated to any breach oralleged breach by the Company of any ofits representations, warranties andcovenants set forth inthis Agreement orany ofits covenants and obligations under this Agreement, including advancement ofexpenses asthey areincurred.
i. Further Assurances. Each partyshall do andperform, orcause to be doneand performed, all suchfurther acts andthings, andshall execute and deliver allsuch other agreements, certificates, instruments anddocuments, asthe other party may reasonably request in orderto carry out the intent andaccomplish the purposes ofthis Agreement andthe consummation ofthe transactions contemplated hereby.
j. No Strict Construction. The language used inthis Agreement will bedeemed to bethe language chosen by the parties toexpress their mutual intent, and no rules ofstrict construction willbe applied against any party.
k. Remedies. The Companyacknowledges that abreach by it ofits obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose ofthe transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for abreach ofits obligations under this Agreement will beinadequate and agrees, in the event of abreach orthreatened breach by the Companyofthe provisionsofthis Agreement, thattheBuyer shall be entitled, in addition to all other available remedies atlaw or inequity, and in addition tothe penalties assessable herein, to aninjunction orinjunctions restraining, preventing orcuring any breach of thisAgreement and to enforce specifically the terms andprovisions hereof, without the necessity ofshowing economic lossand without any bond orother security being required.
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IN WITNESS WHEREOF, theundersigned Buyer andthe Company have caused this Agreement tobe dulyexecuted as of thedate first abovewritten.
HEMP NATURALS, INC.
By:
Name:
Chief Executive Officer
POWER UPLENDING GROUPLTD.
By:Name:CurtKramer
Title: Chief Executive Officer 111Great Neck Road, Suite 216Great Neck, NY 11021
| AGGREGATE SUBSCRIPTION AMOUNT: | |
| Aggregate Principal Amount ofNote: | $65,000.00 |
| Aggregate Purchase Price: | $65,000.00 |
